Autodesk, Inc. — Director's Dealing 2011

Mar 24, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2011-03-22

Reporting Person: Kross Robert (Sr. VP, MFG)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-22	Common Stock	M	5002	$6.435	Acquired	28904	Direct
2011-03-22	Common Stock	M	6090	$17.525	Acquired	34994	Direct
2011-03-22	Common Stock	S	11092	$41.1447	Disposed	23902	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-22	Non-Qualified Stock Option (right to buy)	$6.435	M	5002	Disposed	2012-08-13	Common Stock (5002)	Direct
2011-03-22	Non-Qualified Stock Option (right to buy)	$17.525	M	6090	Disposed	2014-04-05	Common Stock (6090)	Direct

Footnotes

F1: The option vested in annual installments over a four-year period beginning on August 13, 2002, and was fully vested and exercisable as of the Transaction Date.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 31, 2010.

F3: The option vested in annual installments over a four-year period beginning on April 5, 2004, and was fully vested and exercisable as of the Transaction Date.

F4: All trades occurred within the price range of $41.02 through $41.2125. The reported price is the weighted average for trades within this range.